FlutterRage
by Vixwell
Summary: It was a normal happy day in Ponyville, as all went on there way. Twilight was especially happy today she was going to help Applejack, when she stumbled across a find that would change the face of Equestria for all time.
1. Prelude

**Flutter Rage: A MLP Fanfic**

**By: Vix Landar**

"Spike!" Called a purple pony "Watch the library I'm going to Applejacks." All she got was a couple of loud mumblings "Thanks Spike." She called, happily trotting out the door.

It was another joyous day in Ponyville maybe a little hot but other wise a perfect day. Twilight was on her merry way to Applejack's orchard, to help with bucking some trees when Rarity stopped her "Twilight have you seen Opal around he's been gone for about a day now?"

Twilight frowned a bit at her friend "No sorry, I haven't. Where was he last?"

Rarity looked towards her boutique "Well, when I let him out yesterday, he was walking towards Sugar Cube Corner." Rarity pointed there "Oh what am I going to do Twilight?" She asked with genuine concern.

"Well you could ask Pinkie if she's seen him." suggested Twilight.

"Good idea!" Then Rarity ran towards Sugar Cube Corner.

"Your welcome." Mumbled Twilight, as she turned around, there was Opal. And another cat was with him, pure black with fiery eyes and he was just staring at Twilight "There you are Opal and looks like you made a friend. Let's get you home Opal." Twilight said lift him using her magic. About three minutes later she was at the boutique and Rarity was running around on the roof looking for Opal, Twilight whistled and yelled "This who your looking for?"

Rarity looked over the edge of the roof and jumped down. She picked up Opal "Oh where were you? Mommy was so worried for you!" Opal just grunted.

"What about this one?" said Twilight pointing to the strange black cat that she had found with Opal.

"I've never seen him in my life, though if you get him cleaned up I'll gladly take him." Twilight look at the cat and realized he was filthy and smelled like he just rolled in garbage.

"Sure I'll take him to Fluttershy's. She knows how to clean cats I hope." With that Twilight started walking back to her house. "I'm going to see what breed you are!" She chuckled. A few minutes later they were at her home "Welcome mister cat to my ho-" she was cut off by the door slamming into her.

"OH, A KITTY CAT!" yelled an over-zealous pony, Twilight just grunted as she opened the door back up.

"Hey Fluttershy." Twilight said when she saw who the pony was "Oh he's so beautiful Twilight can I keep him! Unless of course he's yours or someone has dibs on him."

Twilight smiled "You can have him I'm sure Rarity won't mind, can I just keep him for a few more minutes? I want to see what breed he is."

Fluttershy nodded and walked back in carrying her new pet.

"Spike, can you get me the book on-" started Twilight, and was cut off by Spike this time, he was shoving a book in her face. "Thanks." She said smiling then dove nose first into the book. "No, no, no, no he's definitely not that no" she mumbled to herself.

"So what should we call you?" Fluttershy asked the cat "Whiskers!" The cat looked away "How about Midnight?" The cat looked at her and purred "Midnight it is then!" Fluttershy started to smile when she heard a gasp from Twilight.

"It says he is The Breed with No Name. They were hunted to extinction before modern science had a chance to name them..." She continued reading even faster "… Some ponies believe a few survived and those that did have a certain ability to ward off attackers."

"Like what?" Fluttershy asked sheepishly.

"Well….. Nopony knows, this is the first recorded sighting for more than a thousand years." replied Twilight.

Fluttershy grinned "Hear that Midnight? Your special!" the cat just licked his paw and then looked out the window and Fluttershy did the same.

"Well I'm done with him you can go home now if you want Fluttershy….. Fluttershy?" She was just looking out the window in some sort of trance. "Hmm?" Fluttershy said now looking at the cat. "You can go now. Are you feeling ok?" Twilight asked concerned

"Yea I'm fine we should go it's a long walk." Fluttershy then looked at Twilight "Thanks and bye!" She said with a smile then walked outside. How odd Twilight thought to herself.

About an hour later at Fluttershy's cottage.

"So here's your new home Midnight." Fluttershy said. The cat looked up at the trees then at a pond then slowly walked towards a family of ducks. Fluttershy was already walking to her cottage when she heard a little duckling shriek and she ran back to the pond "NO!" She yelled at her new pet and he dropped the duck but it was to late. Fluttershy walked over to the cat and used her stare "IF YOU EVER DO ANYTHING LIKE THAT…" The cat was walking backwards and Fluttershy was following him "… AGAIN I'LL MAKE SURE SOMETHING EVEN WORSE…" The cat bumped into a rock but Fluttershy was closing the distance "… HAPPENS TO YOU MISTER EVIL FACE! NOW GO OVER THERE AND APOLIGIZE TO HIS MOTHER!" Fluttershy stamped her hoof on the ground and scared the cat it lunged and cut her right hoof badly then ran into the woods. "Good riddance." She said then she walked over to the duck family "I'm so sorry that happened I'll make sure it never, never ever happens again, and we'll bury him tomorrow." Fluttershy meant to say now but she was suddenly extremely tired she walked to her cottage opened and closed the door

"SURPRISE!" yelled a bunch of ponies Fluttershy couldn't see who they were because the lights had been turning on so fast.

"Thanks… I… I…" Fluttershy collapsed on the floor.

"Quick someone call the paramedics!" yelled a pony that sounded like Rainbow Dash.

"I'm going to sleep now…" Fluttershy mumbled then she blacked-out.


	2. Hidden Little Bunny

**Chapter 1: Act 1: Hidden Little Bunny**

"Quick give me 20 CC's of-"

"SHE'S GOING INTO SHOCK!"

"CELESTIA DON'T GIVE UP ON ME!"

"Fluttershy… Fluttershy…" A soft voice cried out "Hello?" the little yellow pony cried back "Please say something!" She looked around and all she saw was puffy white clouds.

"Fluttershy…" the voice seemed to be coming from a certain direction

"I- I- I'm coming." She said sheepishly she walked through a puffy cloud and closed her eyes when she opened them she saw she was at home but all of her animal friends were gone. "Angel… Midnight… anyone?" she heard a soft whimper come from the pond. She walked over "Little Duckling!" She cried "You're ok!" the duck started crying "What's wrong little guy?" she asked in a worried tone. The duck pointed towards the pond and there floating on the surface were two older ducks but they were dead.

"Oh I'm sorry litt-" she looked back at the duckling and saw Midnight crunching on the little guy "She shooed off the cat and turned around and saw Angel by the front door starved to death. She ran over to help him but when she touched him he turned to dust "Angel?" She turned around and saw the cat again.

"WHAT DO YOU WANT!" she screamed. Now as she cried the cat walked up to her and licked his paw. Then through the pain of what she had seen came a new pain, a pain like no other she had felt before. It pierced through her skull, like someone had taken a nail and forced it through her head. Fluttershy screamed in pain and cried. When it was over she looked at the cat "Did you do this?"

At the Hospital - Room 135 ICU

"Do think she'll pull through?" Twilight asked the doctor

"Well she's stable but appears to be in a coma. She may come to tonight or tomorrow. It's like her mind is overloaded not dead." The doctor replied in a grave voice.

"Thank you, doctor." Twilight said and she turned around to her friends sitting in Fluttershy's room they all put their heads down at the news "Well at least she'll live." Twilight tried to say cheerfully

"I just want to know what did this to her!" Rarity said in a hushed roar

"If I find out it was one of those fillies I can't be held responsible for what I do!" Applejack added. Rainbow Dash just sat there quietly crying for her friend and Pinkie was still at Fluttershy's house trying to straighten the place up. Finally after signing some papers Twilight sat down and sighed "We can't be here all night we should go to the waiting room so we don't get in the way."

Rainbow got up and in a quiet roar yelled "I'm not leaving until she wakes up!"

Applejack got up "Come on sugar cube we don't want to mess anything up do we?" Rainbow grabbed Fluttershy's arm "No!" she yelled. Right after that Fluttershy screamed a bloody murder make all the ponies jump on that floor. Then some nurses came running and pushed Rainbow aside.

"Leave all of you now!" One of the nurses yelled. As soon as she said that they were out of the room.

"Did I do that?" Rainbow began to cry, Applejack put her arm around Dash "C'mon sugar cube lets go to the waiting room."

About an hour later, "Excuse me doctor… How's Fluttershy?" Rainbow asked as he walked past.

He looked at Rainbow then at her friends "I- I don't know…"

"WHAT?" yelled Rainbow Dash "HOW DO YOU NOT KNOW? SHE'S YOUR PAITIENT!"

The doctor looked at his clipboard "See for yourself." He said grimly Rainbow ran down the hall with her friends at her heels when they got there they couldn't believe what they saw. On Fluttershy forehead there was a unicorn's horn about as big as Twilight's and she still had her wings, which looked like they grew by about four inches.

When Rainbow saw the horn it was still covered in blood along with most of Fluttershy's face. "What… What happened?" Rainbow sat down in disbelief.

"That's just it…" said another doctor "…We've never seen this it's something completely new." Just then Fluttershy woke up and saw the world blood red and screamed again, this time not as loudly.

"What's going on? Who are you? How'd I get here? Where are my friends!" Fluttershy was yelling

"Shhhh" Dash said to Fluttershy "Were right here all of us."

Fluttershy didn't hear Dash she has passed out from fear "Quick clean her eyes we don't need that happening again." ordered Dash.

**Act 2: Is this A Dream?**

"Did you do this to me?" Fluttershy asked in agony "MIDNIGHT SAY SOMETHING!" Fluttershy started to cry from all of this it didn't makes sense it was like she was in a dream but it was all too real. Finally Fluttershy heard a noise other than that of despair. It was a voice she recognized. Her friend, Rainbow was flying down from a cloud.

"Hey, Fluttershy!" The cyan Pegasus said cheerfully, Fluttershy smiled and hugging Rainbow she closed her eyes. She was so happy she felt like it was all finally over. But, it was just the opposite, she felt something move, something that didn't feel right. She opened her eyes and the world around her was in flames. She was holding a torch; in front of her was a house. A house she'd never seen it before, it was on fire. Suddenly she threw the torch through the window.

Then she realized there were two scared children screaming for help. She ran in only to find she was inside Rainbow's home Rainbow was asleep on her bed so Fluttershy went to wake her.

"Rainbow wake up!" She pleaded she got no response no she tapped the pegasus. Rainbow fell off the bed next to her on the nightstand was some sort of herb, Fluttershy sniffed it, it was a poisonous plant. Even Fluttershy could recognize just by the smell. There was a note on the nightstand as well. It read;

**Hello Everypony,**

**I wish I could've told you this in person but you would've talked me out of it and it's just not worth living in a world where the one you love the one you show affection for betrays you and breaks your heart. I just couldn't keep it up so good-bye I don't regret a thing and I loved you all. **

**Sincerely:**

**Rainbow Dash**

When Fluttershy finished reading the note she wanted to run but couldn't, she tried to scream but couldn't either. So she just stood there and closed her eyes when she opened them. She was in Canterlot in the town square everypony shutting their windows and doors as she walked past she snuck up on one.

"Excuse me?" She started

"Here have it I didn't want it anyway!" The pony yelled and shoved apples in her face and ran off. She chased him back into the square where she noticed Royal Guard everywhere but dead. Then she looked in the very middle of the square and saw Midnight again.

"What is this?" she yelled at the cat "WHY ARE YOU DOING THIS TO ME!" She screamed now crying. "IS THIS FUN FOR YOU?"

"No, he said." In a deep harsh voice "It's payback."

"FOR WHAT? WHAT DID I DO? WHAT EVER IT WAS I'M SORRY! JUST LET ME GO BACK TO MY FRIENDS. I PROMISE I WONT EVER COME NEAR YOU AGAIN!" Fluttershy screamed

"Oh the contraire….." he said happily "…You'll be taking care of me royally from now on!" While he spoke he turned into a horrid beast, extending his legs well above Fluttershy, unhinged his mouth and blood dripped out. Finally he stretched his body into a twisted form, the likes of which, Fluttershy could only have imagined, in her scariest of nightmares.

Then when she couldn't move from fear is slowly crawled towards her with a crunching sound in every step and gurgling as if he were drowning. Fluttershy screamed when it was breathing on her and it crawled inside her choking her. When it was finally over she felt a rage like no other then it died down and she fell down and started crying. Then she opened her eyes and saw red with a bright light above her and ponies sticking random needles in her making unheard of noises she tried to scream but was to tired and instead asked only short questions. The last thing she heard was Rainbows voice saying "Shhhh."

**Chapter 1 act 3: The first seeds of a season**

Fluttershy woke up again screaming but only to get a squeaked dry cough. She looked around the dark room and saw the first of daybreak out a small window _Oh what could this be now? _She thought to herself then she prepared for the worst only be blinded by a light with a pony silhouetted in it. Not knowing what was going on she closed her eyes and pretended to be asleep. Hoofsteps grew louder until they stopped next to the bed. Then Fluttershy heard some crying, she hadn't noticed until now but, it had been there the entire time. _What's the worst that can happen?_, the thought making her smile a bit. She opened her eyes and let them adjust to the light. She looked and saw it wasn't a rip in the blackness only a door with a bright hallway.

Fluttershy looked around and saw her friends, some on the floor and some in a few scattered chairs, but all asleep. Fluttershy smiled at the thought of being surrounded by friends. Suddenly she looked at the clock it was four in the mourning. _No wonder their asleep_ she thought then she giggled a bit only to stop because another pony walked in the doorway. She looked and saw it was a doctor she waved and he came running in.

"You're awake!" he said aloud "I- I cant believe it your awake!"

Fluttershy smiled and asked "Why am I here? I- I don't mean to pry."

The doctor hadn't heard he was to busy going over her heart rate it seemed then she noticed a wire hanging from her head "Um excuse me, but why do I have a wire on my head?" Fluttershy asked sheepishly

The doctor went to speak but was interrupted by Applejack yawning and stretching "Oh hey doc what's up?" she asked scratching her side The doctor moved to the side and Applejack gasped "FLUTTERSHY!" Fluttershy grinned unsure of what to do "Hey everypony she's awake!" Applejack yelled without any consideration for their sleep. Rainbow looked up from the floor and started flying above the bed.

"She is? SHE IS! Finally you're awake!" Rainbow said, she was soon joined by Rarity.

"Dear, it's good to see you alive again! Oh my, I mean…oh darn…" Rarity stuttered. Then Twilight woke up and smiled at Fluttershy "Forgive her dear, she was up all night doing paperwork for you." Rarity Said uneasily

"Oh I do! Rarity, I appreciate you and all the rest of you waiting for me." Fluttershy said shyly.

"Not even Celestia could-of kept us from you sugar cube." Applejack said smiling.

"Yea…" Added in Rainbow Dash "… I skipped work to be here, you owe me big!" she was now laughing a bit.

Suddenly Fluttershy looked around the room and noticed they were short a certain party pony "Where's Pinkie?" Fluttershy said smiling.

"Last we heard, she was still cleaning up your house. You know, the stuff from the surprise party. Wow did you surprise us!" Twilight said, now finally awake. Suddenly the doctor pulled Twilight away, and Rainbow took her spot.

"I hope you weren't scared or nothing while you were asleep." Rainbow said sympathetically. Fluttershy thought for a moment, about her dream, _was it really just a dream?_ "Fluttershy?" Rainbow asked.

"Nothing I couldn't handle." she said with a giggle. Twilight walked up to her bed with a grim expression when Applejack saw she frowned and the same with Rainbow. "What?" She asked

"I Think it's better if you see for your self." Twilight said holding up a mirror Fluttershy gasped at what she saw a horn was there caked in dried blood from the night before and had many sensors attached to it. Displaying a bunch of different readings.

"Wha- What is it?" Fluttershy asked still in disbelief no one spoke up until the doctor sighed and said

"We think it's a unicorn horn. We don't know how it got there." Fluttershy put the mirror down then a thought crossed her mind

"What about my wings?" she asked looking at Rainbow

"Their there but they've grown almost a good seven inches since your last check-up. That's not normal Fluttershy." Fluttershy looked at her wings and they did feel bigger and heavier. "We also think that the horn on your head is just the base, no doubt that it will be growing some more." He added in

"When can I get out?" She asked unusually briskly.

Taken back by the question from everyone they looked at the doctor who was looking on his notes and he read "If your stable and no major issues you can get out around noon. Though we urge you to stay this is something completely new."

Fluttershy looked at him with a grin "You can examine me when I'm dead, right now I just want something to eat." All of her friends stood their gaping at what their un-cruel friend had just said "If that's ok?" she said in her normal tone and all her friends stopped looking at her weird.

"Cafeteria doesn't open for another three hours sugar cube." Applejack said sympathetically. "But I figured you'd be hungry so I got you this." Applejack pulled an apple and some juice out her saddle pack. Fluttershy smiled and gobbled down her breakfast.

"Sorry I guess I was really hungry." She said sheepishly then burped.

"At least you're hungry that always a good sign." Rainbow Dash said cheerfully "As soon as the cafeteria opens we'll be the first ones down there!" Rainbow said with newfound energy.

"I think we'll all be there." Chimed in Rarity just as her stomach growled everyone giggled a bit and Rarity blushed.

Three hours later

"Are you sure she's okay to walk doctor?" Twilight asked "What about the medication? Will it make her allergic to anything? What about drowsy? What if she falls asleep and falls down the stairs? WHAT IF-"

"She'll be fine Twilight, the only thing different about her is the horn now." Rainbow said after stuffing Twilights mouth with another apple.

"Yea Twilight…" Fluttershy said getting out of bed "… Only my head is sore….. Guys?" Fluttershy found herself looking down a bit. "You're all a bit shorter than I remember."

The doctor was the first to speak "My, I think you've grown by about a foot." Suddenly Twilight was off again about centers of gravity. "don't worry about her," said the doctor, "Fluttershy, she just doesn't want to have to sign any more papers especially legal ones." Fluttershy laughed.

"Come on Fluttershy….." Rarity sounded annoyed "… I'm starved"

"Yea Fluttershy…" It was Rainbows turn to whine "Consider this payback, now come on!" Applejack kicked Rainbow "What did I do?"

"Nothin" was all Applejack said and they all laughed. "Alright thanks doctor, I'll be back soon." He laughed a bit and pointed to the door.

"Doctors orders!" he said, as Fluttershy nodded and walked out. "Hope she will be alright." the doctor mumbled to himself then started laughing.

In the Cafeteria

"SURPRISE!" Yelled a pink pony on the other side near a buffet. Fluttershy smiled then frowned a bit.

"Pinkie what are you doing?" Rainbow yelled back Pinkie didn't say anything she just kept bouncing.

"I don't know about you guys but, Pinkies got a buffet I'm heading over there." Both Twilight and Rainbow agreed "Aren't you coming dearie?" Fluttershy's frown towards Pinkie dissipated and she nodded. "good, now lets go!" And with that Rarity was speed walking over to Pinkie when Rainbow flew over head "Too Slow!" Rainbow teased. Fluttershy walked over slowly, when she had finally reached the table everyone else was already at the buffet.

"HEY FLUTTERSHY!" Pinkie exclaimed "Did they find out what happened 'cause it was really scary, and I hope it had nothing to do with my parities and then I thought maybe I should clean up, since you know, you would come back to a messy house, but, when I finished It was midnight so I came here extra early and put this together! Do you Like it?" Fluttershy looked over and saw her favorite foods then she smiled devilishly.

"I love it Pinkie…" a great smile rose on Pinkies face "… but they did find out what was wrong with me…" Pinkie leaned closer since Fluttershy was being so quiet "… It's your parties, not enough fun, to long…" Pinkies smile faded "They're apparently very bad for me, but, only when you attend.…" Pinkie was now frowning "… So do me a favor, and stay away for good lest I end up here again." Pinkie's hair de-flated. She sat there on the verge of crying. Fluttershy's smile faded, she was saddened by Pinkies expression "I'm sorry that must be-" Pinkie didn't care she was already leaving.

"If- if you ever need some- something don't be afraid to ask Fluttershy." whimpered Pinkie, then she bolted out of the cafeteria.

"Where'd Pinkie go?" asked Rainbow Dash, walking up with two full plates in her mouth.

"Oh she had some very important errands to run. Are one of those for me?" she said with no hint as of what she had just done.

"Yea, mind taking it now?" Rainbow asked

"Of course Rainbow." That smile arose in again she reached up and grabbed the plate but next to rainbows mouth. Taken back by this Rainbow dropped her plate.

"Oops clumsy me." She said blushing very apparent then she quickly flew back to the buffet and started talking to Twilight who seemed mesmerized by some mac and cheese.

"What was that all about?" said rarity just sitting down

"Oh nothing" she said sheepishly Rarity looked at her then started eating. Fluttershy tried pick up the muffin with out her hoofs she closed her eyes and grunted. When she opened them there was the muffin.

"My, my dearie for a first time you're a natural. This is your first time using magic right?" Fluttershy nodded "Oh speaking of which stop by my boutique later we need to get you a new dress for your new…" Rarity spent a moment looking for the word. "Figure."

"Sure Rarity sounds fun." Fluttershy looked back to the buffet while munching on her hard earned muffin and saw Twilight walking back with Rainbow hiding behind her. Suddenly she heard a noise from behind.

"Sorry I'm late everypony…" Applejack was behind her panting "…I just don't trust those elevator things." She sat down and stole Twilights muffin before anyone could say anything "Mmmm I do love banana nut muffins!" they all giggled and started eating again.

"Um Twilight…" Fluttershy started "…Can you give me lessons on how to use this horn?" Twilight nodded since her mouth was full. "… And Rainbow?" Rainbow Dash looked at her but didn't say anything she was still blushing "Can you teach me how to use my wings in private? So Nopony steals your teaching tricks I mean."

"Sure Fluttershy." Rainbow smiled then went back to the food blushing a bit harder now.

About Noon

"Thank you and come back in a week for your check up Fluttershy!" Yelled her doctor.

"I will!" she yelled back then she looked around all but one of her friends had left her "So now what Twilight?"

"I could teach you some magic back at my place?" she suggested Fluttershy smiled and nodded "Then… shall we?"

"Lets!" Fluttershy echoed.

End of Chapter: 1

Thanks for stickin through whom ever may be reading. There'll be more on the way I need to proof-read chapter 2 and finish the finale then it'll be up!.


	3. Five Floors

**Chapter 2 Act 1: 1st Floor: Tutors**

"So Fluttershy…" Twilight began "… What do you want to learn first?" She asked when they reached her door.

Fluttershy thought for a moment "Well, what did you learn first?"

Twilight Smiled "Well I began with picking stuff up, but I think you should start with channeling your energy… Let's see what the book says."

Fluttershy looked confused "You mean there's a book on this?"

Twilight laughed a bit "Of course there's lots of books on magic, you must have never paid attention to them since they were of no use to you." Fluttershy nodded "hold on please." Twilight said getting up "I need to find it." She started walking around the library looking on all the shelves then she walked back "Spike!" she called.

"What?"Spike replied, he sounded angry.

"Could you get the book on beginners' magic?"

"Where is it?" he grumbled.

"It should be on my bed." She chimed back

"Why do you need it?" He asked obviously finding it "IS Rarity here learning magic?" He was now happy, and didn't wait for a response, he ran down the stairs. "Fluttershy? Why does she need this?" Suddenly he gasped "when, how, why, who? Aw forget it, nice to see you're already up Fluttershy." Spike said trying to smile but couldn't quite manage it.

Fluttershy frowned a bit "Thanks Spike." She said. Spike then handed Twilight the book and ran back upstairs. "Does my horn still have blood on it Twilight?" she asked now worrying.

Twilight looked up at Fluttershy horn "No it's mostly spotless." she said smiling. "I think he just didn't expect to see such drastic changes. Come on lets sit down." They both sat down at the same time, but, Fluttershy kept looking at the stairs Spike had gone up. "Now let's begin try focusing your energy into your horn." That didn't take Fluttershy more than a second to focus. "I think we can skip the next step then…" Twilight said skipping the next ten pages. "Step eleven your first pick up…" Twilight picked up another book and put it in front of Fluttershy "Now instead of grunting, imagine something that would make you happy, Fluttershy." Fluttershy still was looking back the stair well, but, she nodded, hearing what Twilight said. She closed her eyes in thought and focused her energy.

"OW! WATCH IT TWILIGHT!" Spike cried from upstairs. "No seriously stop it!" Fluttershy was grinning.

"Spike I'm not doing that, now get down here and stop joking around." Spike came walking the downstairs, when he reached the bottom Twilight gasped "What did you do!"

Spike stood there, with a black eye, a bleeding nose and a missing fang. "A book started flying around a **hit** me a few times."

"Sorry…" Fluttershy spoke up "…I must have focused on the wrong book." Twilight giggled. "Hey Twilight, maybe you should send a note Celestia about what happened. I mean it does seem that Spike's attitude upset me and had **negative** consequences for him." She put emphases on '**negative', **staring at Spike as she said it.

"Good idea, Fluttershy, Spike take a note." Twilight said in her normal voice. "Dear Princess-

"Fluttershy didn't pay attention she was to busy looking through the book and became interested when she saw Control Fire. The box next to it hadn't been checked. _So Twilight hadn't completed it._ she thought _hum._

"And that is how I learned not to judge a friend by their looks." Spike echoed then he took a breath in, Fluttershy grinned, Spike then released a ball of green fire engulfing the note. "There sent, hey do you smell burning hair?"

Twilight looked around "Yea, I do where is it coming from?" Fluttershy coughed and pointed to her hair "Fluttershy your hair isn't on fire."

"I know but um yours is…" Fluttershy said giggling.

Twilight looked up and screamed "WATER! I NEED WATER!" then ran out of the house and towards the town squares fountain.

Fluttershy rolled on her back laughing so hard she cried. Spike walked over to her and sneered "I think your lessons are done for today!" he pointed to the door.

Fluttershy immediately stopped laughing, and looked at Spike "Oh, I'm so, so, soooo very sorry. I didn't mean for that to happen." She said in her normal quiet voice. Spike just rolled his eyes "Oh! Please don't you tell Twilight, PLEEEEASE Spike!" she begged. He just turned away. "Now You Listen To Me…" She sounded angry and very Un-Fluttershy "… You will take the rap or I'll have a nice new dragon rug! Got it?" Fluttershy shrieked. Spike swallowed hard and nodded in agreement with her. "Now, I'll be off, and I better not hear anything about this … Spike!" She said between that angry voice and the Fluttershy he knew. Spike didn't move, not at all. She just pranced out the door slamming it behind her.

When she got outside she felt light headed and her legs and wings hurt a bit. _What was that all about? _She thought to herself then she looked around to see what to do next. That had taken a good amount of time but it would be another five hours before she began to feel tired. She looked over to the boutique and saw Rarity walk in. _Nows as good a time as ever_ she thought to herself.

**Act 2: 2nd Floor: Fashion**

Rarity happily walked into her boutique, she pranced around all of her dresses then she went to her jewel box and started sorting them by size she had a lot of small but a few large ones to. But she never used those since they were so heavy on the wearer. She let out a sigh then the bell above her door rang. Some one had come in "I'll be with you in just a moment dearie." She chimed down the stairs, she closed her box of jewels, grabbed an order form and raced downstairs. She expected to see Rainbow Dash or the mayor even Applebloom. But there on the couch was the mailpony Derpy. Well, a least that's what everyone called her behind her back. Rarity frowned then smiled again "Have you come to pay for your last dress dear?"

Derpy put her hoof to her chin "I already did!" She smiled

Rarity frowned her last payment was a saddle pack full of muffins though delicious they can't pay the bills. "I'll just make a tab then…" Rarity put a piece of paper with the mailpony's name on a cork board. "… So then what will it be today?"

Derpy put her hoof to her mouth again in thought. While she was thinking another ring of the bell occurred Rarity looked over hoping it was one of her friends, as luck had it Fluttershy walked in, Rarity smiled. "Hi Fluttershy!" Rarity said happily. Fluttershy grinned at her and sat down on a chair adjacent to them.

"OH yea…" Derpy began "… It's my birthday tomorrow and I wanted a special dress for it with lots of shinnies, and long, I want it to be long." Rarity quickly drew up a dress on the order form then showed it to Derpy "Oh that's pretty!" Derpy said in awe and Rarity smiled then torn off another sheet on the back of the order form.

"This is your copy, hold onto it so I know it's yours." Rarity said still smiling as she handed the paper to the mailpony. "And I should have it done by tomorrow."

The mailpony smiled and then saluted in understanding then started walking towards the door. "Um excuse me Miss mailpony…" Fluttershy called to her and the pony gladly waked over "Can I see what your dress will look like?" Derpy smiled and dropped the paper at Fluttershy's feet. Fluttershy picked it up the top was covered in spit and most of the top writing had already gone away. But she was right the dress was nice. Fluttershy smiled and gave it back to Derpy. "Come over to my place tomorrow I have something that'll wow that dress up… You know, if your free." Derpy's smile grew even bigger.

"I'll be their miss yellow pony!" and with that Derpy flew up and rocketed out of the boutique.

"Fluttershy, I'm so glad you came. I've been thinking maybe you're one of the ponies that can use one of my large jewels, given your larger stature." Rarity was already working on another order form.

"If it isn't too much trouble Rarity could I have a dress that's kind of magic like, kind of like Twilight's." Rarity frowned a bit then she crumpled up and threw away the paper. She found another form and began a new. "And maybe it could have a bit of an armored look."

Rarity smiled "One step ahead of you dearie…" she said handing the Paper to Fluttershy "… I think you'll like it." Fluttershy looked at the paper on it was a dress made almost to what Luna would wear it had a crimson trim with a black filler and on her back would be chainmail holding the sides on her then in the from would be two golden chains holding a large jewel probably diamond. And on her head would be a mask pointed in the front and it would snake down to about her chest. "I decided 'evil sorceress' might look good on Equestrians' new and upcoming Alicorn."

Fluttershy grew a large smile "Oh Rarity I love it!" she ran over and hugged Rarity. Rarity hadn't expected Fluttershy to like it, but it was her dress. While Fluttershy was hugging Rarity she asked "Would you mind if I stayed and chatted while you worked on Derpy's dress?"

Rarity laughed a bit "Only if you let me breathe." Fluttershy let go and Rarity took a deep breathe "I forgot what breathing feels like." She said with a smile. "Now let's go upstairs I've got to get to work."

When they got upstairs Fluttershy noticed it wasn't nearly as clean as it was in the showroom. Materials and paper were everywhere. "I've lost Sweetiebelle and Opal a few times in this mess." Rarity said with a disconcerting laugh. Fluttershy smiled and took a seat on some fabric. "So Fluttershy…" Rarity said as she picked up some white fabric "… What was it you wanted to talk about?"

Fluttershy blushed a bit "Well I've found a stallion who I really like and … I figured you could help me." Rarity looked up from the dress

"Who is he, do I know him, and does he live in Ponyville?" Rarity asked very fast.

Fluttershy blushed some more "His name is John Doe, and you don't know him, and he lives iiiiiin Cloudsdale." Fluttershy said with an innocent smile.

Rarity frowned a bit then went back to work. "We'll have you tried talking to him?"

Fluttershy made a bit of a whimpering noise "You know I can't talk to new faces… It was hard enough to talk to Twilight when I first met her."

"True, true, I guess that's why you asked for a new dress." Rarity said nodding her head. "Have you ever tried you know showing off around him like swaying or posing?" Fluttershy didn't say anything she was to deep in thought. "Well that's what I'd do if I could still fly, you know a unicorns horn doesn't add that much to pose with… But If I had those beautiful wings…" Rarity began to swoon

"If you had these wings, no pony except you would ever see another stallion." They both broke out into laughter.

"Now Fluttershy we both know that's already true they're just hiding!" Rarity added in "But no, in all seriousness how could you two have met? You haven't gone to Cloudsdale in almost a year and there hasn't been any visitors to Ponyville in almost three months. Is it really a stallion?" Fluttershy looked towards Rarity and didn't say anything she just whimpered a bit "I'm sorry dearie, I didn't mean to pry I just am sometimes just too curious for my own good." She tried to make amends. It worked a little but they didn't say anything for a long time.

"There finished!" Rarity finally broke the silence "Do you think Derpy will like it Fluttershy?" It was plain white with many encrusted jewels and if flowed about two feet behind her.

Fluttershy smiled "I think she'll love it Rarity. Anyway, she can't be that hard to please." She chuckled

Rarity was a bit shocked at Fluttershy "Now Fluttershy that's no way to treat a pony even if she is challenged, it's just not lady like."

Fluttershy stopped laughing "Sorry Rarity, I just quite haven't been the same since yesterday."

Rarity smiled "Don't worry it's probably because your still trying to adjust to your new figure." Rarity looked glad that Fluttershy seemed to forgive her for being so blunt.

Then it was Fluttershy turn to smile, she looked out the window while Rarity gift wrapped Derpy's dress. "Rarity it's getting late I should go."

Rarity frowned a bit "Well if you think so…" but her face lit up again "Though don't come back here till I say I've got a surprise for you!" and with that Rarity started walking downstairs Fluttershy quickly got up and followed her.

"Thanks again Rarity!" Fluttershy said as she left

Rarity looked puzzled "What ever for?"

Fluttershy turned around "The talk, I think I'll go see them (?) tomorrow!"

Rarity walked in front of Fluttershy "Just wait for a moment…" Fluttershy stopped "Don't go see this crush of yours until you see this present."

Fluttershy's face lit up with excitement "I won't Rarity!" she said gleefully. Rarity stepped out of her way and Fluttershy started walking again.

Fluttershy was just about to turn the corner when Rarity called "Come back here at five a clock!" Fluttershy pretended not to hear her.

**Chapter 1 act 3: Floor 3: Fantasy & Truth**

"Oh I wonder what the surprise could be!" Fluttershy exclaimed loudly. "Maybe it's just the dress I asked her to make? Or could it be she guessed who I was talking about, and she's going to get them ready for me to talk to. Or maybe she misinterpreted what I said; maybe she thinks I'm into her!" Fluttershy broke out into laughter. When she finished laughing she caught her breath and looked up and noticed the sun was already gone. _Celestia must be tired today_ she thought to herself. "Maybe I'll catch Luna flying around tonight, she does fly over here almost every night." Fluttershy explained to herself "I mean she uses dark magic and I've lately been thinking-"

"Thinking about what?" A voice came from behind her making Fluttershy jump and lash out a ferocious kick. "Whoa easy there!" the voice said. Fluttershy jump around and focused energy in her horn preparing for who was there. Then she stopped fighting and bowed.

"My deepest apologies your highness!" she quickly said keeping her face so low to the ground she was basically kissing the dirt.

"Don't worry about it, I shouldn't have startled you like that." Luna said with a smile. Fluttershy stood back up and stared a Luna in shock. "My I'm not used to not having to look down when taking." She laughed then Fluttershy joined in. When they finally stopped Luna spoke up again "Now what were saying about my dark magic?" she sounded very serious as if Fluttershy was an escaped convict.

"Just that, I've always wondered how to use it." Fluttershy replied in her normal sheepish voice "Unless that's a problem."

Luna smiled."No it's not a big one, since your an Alicorn and the evil of using it can't overpower you. But, your can't learn much of it from books." Fluttershy nodded and was about to speak when Luna started talking again "In fact the only way I learned the dark magic I know was from my sister. She knows much more than me." Luna said a bit angry "I mean I'm the princess of darkness, how can she know more than me?" Luna was now very angry. "And where does she get off, telling me I can't learn it all!" Fluttershy just smiled listening very intently.

"If you'll bear with me, I may have a plan." Fluttershy said with the smile gone now "If you tutored me in the spells, then Celestia might think your old or responsible enough to learn them."

Luna's face lit up. "That's not half bad Fluttershy." Fluttershy smiled.

Fluttershy then decided it was time to know "Why did you visit me tonight Luna?"

Luna looked up at the stars then back down to Fluttershy "I just heard about a new Alicorn and I had to come and see. When I heard it was you, I came over as soon as I had raised the moon." Luna smiled a little more "In fact, the sun down so early, because I begged my sister let me raise the moon so I could see you." Luna chuckled.

Fluttershy blushed; they stood there quiet for a moment. "Luna I love your nights, if you are taught those spells could you teach me how to raises the night?" Luna stood there in awe, and then nodded in a yes a like fashion. Fluttershy yelped in glee.

"But **ONLY** if it works!" Luna said in a stern and unwavering voice. Now it was Fluttershy's turn to be silent. Luna took a deep breathe glad that Fluttershy accepted their terms. "I've got to get back to Canterlot and tell my sister I've got an apprentice of my own…" The word apprentice made Fluttershy's eye twitch. "…I'll be at your place next week for your lessons." And with that Luna was gone. Fluttershy shouted in joy one last time. Then she flew home to catch some shut eye she was extremely tired again.

20 minutes later

When Fluttershy got home, it was how she had left it, except for the smell of cake and the wagon tracks from the ambulance. Angel, her pet bunny, was already asleep and only a few owls were awake. She got inside and lay down on her sofa were she fell asleep.

She woke up, back in the cloud area. This time the clouds were darker and some were rainy. Then there was that soft call again, still calling her name. She walked through a rain cloud and she was at Rarity's boutique and there was Opal and Midnight playing with each other. Fluttershy coughed and Midnight stood up "I see your first day as a Alicorn went well?" Fluttershy nodded scared of the cat. "I must say, Rarity she's so kind making that dress, nice design by the way. Say, that Spike and Pinkie, oh they are not nearly as agreeable as her!" Midnight said spitting.

"What about Princess Luna?" Fluttershy spoke softly

"Well I can tolerate her, but calling us an apprentice!" Midnight hissed

"Us…" Fluttershy said "There is no US; this is my body and you changed it!"

Midnight looked angry "Then what made you want to learn magic? And what made you burn Twilights mane, and what made you hit that Dragon, you know he can see me and he doesn't like me! IT MAY BE YOUR BODY AND THEY MAY BE YOUR FRIENDS BUT I CONTROL WHAT **YOU **DO!" Midnight was now yelling.

Fluttershy stared at him questioningly she had been in control all day but she had have these idea pop into her mind, then she gasped. "You don't control me you just suggest idea's to me!"

Midnight looked angry "Your kind is sometimes too smart for their own good. Let me help you forget that."

Suddenly Fluttershy screamed in pain and she awoke from her dream she looked up and saw the tip of her horn grow bigger and her wings did the same, she didn't dare look at her feet but she guessed the same was happening to them. She got up and ran outside and yelled for Angel and he came running over "QUICK GO GET TWILIGHT ANGEL!" she screamed still in pain, Angel ran off down the trail to Ponyville "Hurry." she mumbled

Five minutes later

"Fluttershy!" yelled Twilight as she came running down the trail to Fluttershy's cottage "Fluttershy!" she yelled again when she reached the cottage. A small cry came from inside the house. Twilight ran in "Fluttershy where are you?" She said catching her breathe

"O-over here." The sound came from the sofa Twilight came over and slipped. The moon was just shining enough light for Twilight so see it was blood.

Twilight turned on a lamp near the couch. Then put her hooves of her mouth so she didn't vomit. Fluttershy sat there crying from pain her horn had easily grown twice a tall as Twilights, and her wings had grown about another three inches. Twilight couldn't tell how tall she was since Fluttershy was lying down. She was bleeding from these areas severely. "Quick Angel, go get me some rags." Twilight said now aware of the emergency. Twilight sat down next to Fluttershy and grabbed her hoof. "W- what happened Fluttershy?" Fluttershy just sat there crying, Angel returned with the rags. And Twilight began to wipe the blood off Fluttershy's face.

Suddenly Fluttershy screamed "I CAN'T TELL YOU!" then she buried her face in the pillows. Twilight just sat there rubbing Fluttershy's wings.

"Fluttershy I'm worried…" Twilight began "Please just tell what happened I promise I won't tell anyone!" Twilight was talking as sternly as she could.

Fluttershy took her head from the pillow "Just ask Spike… he'll tell you…" Fluttershy put her head down again "Tell him I said it was okay. But please Twilight, don't tell anyone else, if you do I don't know what will happen." Twilight looked down at her friend then started to cry herself.

"Fluttershy, Spike… Spike died" Twilight said now crying herself. "After you hit him with that book he… he just collapsed… He was dead when I got back home!" Twilight started to sound mad. "Now he's gone all because of **YOU**!" After that Twilight stood up, her crying was subsiding "I just thought you might want to know." With that Twilight ran out of the house and Fluttershy started crying again. While a voice in her head was soothing her with promises of revenge and anger.

Eventually, day break came. Fluttershy hadn't slept, her coat was matted with blood, along with her horn and wings. She got up and went to take a shower when she heard a knock at the door. "Just a minute." She growled with all traces of the old Fluttershy gone.

**Chapter 2 act 4: Floor 4: Presents**

Fluttershy walked like a drunk from lack of sleep, the events that happened, and combined with the fact the she just didn't give a dam at this point. She opened the door expecting some sort of law enforcement but was greeted by Derpy. "What do you want?" she asked angrily.

The mailpony looked at Fluttershy and forced a smile. "You told me to visit you today miss yellow pony." She said trying not to run away "But it seems your busy today so I'll-"Fluttershy cut her off.

"You know something Derpy?" that was the first time anyone had called the mailpony Derpy to her face. "You gotten my mail to the wrong place more times than I can count you've annoyed me more times than I can count, in fact you've even crashed into me more than I can count." Derpy was starting to back up but Fluttershy followed her. "I just have one question for you…" Derpy nodded "How does an elementary school drop out keep a job, a life, and not wear a blue helmet? In fact how are you not locked up as and danger to everyone including yourself?" Derpy didn't say anything, tears just welled up in her eyes and then she flew away. "DON'T COME BACK!" Fluttershy called after her and slamming her door. She walked over to her shower and started the water before crying again.

Twilights Library.

A knock came from the door then it flew open. "Is it true!" Rarity exclaimed but by the look on all of the ponies faces she knew it was.

Rarity stood there in disbelief "C'mon Sugar, come pay your respects." Applejack said in a dead tone. In the middle of the circle of ponies was a small casket it was closed. Rarity walked over and put her head on the coffin.

"I always thought you were cute Spike…" Rarity started sniffling Applejack looked up towards Twilight.

"Wher-"she started but was cut off

"She's not coming." Twilight said hurriedly

"Why, Twi?" Applejack stuttered

"I don't want to talk about it… Please just… just drop it." Twilight said beginning to cry again.

Applejack walked over to Twilight and put her leg around her "Don't worry hun." Applejack tried to console her but it didn't work. Applejack looked up towards Pinkie who still had deflated hair. Pinkie just shrugged. There was another knock on the door Applejack opened it. There was a royal pegasus standing there but dressed in black.

"I'm here for Spike." He said gravely. Applejack pointed to the casket. And he nodded "Would the friends and family of the deceased like to carry him to the chariot?" Twilight and Rarity nodded then grabbed the handles and carried him outside.

Once Spike was outside Rainbow flew in. "I came as soon as I heard!" she said out of breathe. No one said anything for a minute.

"You're to late Rainbow…" Twilight said on her way back in "… he's already on his way to Canterlot." Twilight sat down on a seat and just stared out a window when something caught her eye. It was Fluttershy dressed in all black, walking towards the Library. Twilight got up "Excuse me." she said. Rage filled her voice but no one caught it. Twilight walked outside and closed the door.

"Oh Twilight…" Fluttershy began "I just wanted to pay my respects, then I'll leave." Twilight walked closer and stamped her hoof.

"YOU'RE NOT GETTING ANY CLOSER!" Twilight yelled

"Please Twilight I'll tell you what you want to know if you let me see Spike." Fluttershy began to well up again

Twilight just stared never taking her eyes off Fluttershy "I'll give you till the count of five to go back to your hole or I'll do to you what you did to Spike!" She yelled but quieter this time she looked like she meant every word.

Inside the library Applejack was watching the confrontation but, when she saw Twilight get ready to attack she ran. "Quick! Everypony, Twilights gonna do something she's gonna regret!" All of her friends looked up towards Applejack who was running for the door.

"2…1… YOUR'RE DONE FLUTTERSHY!" Twilight screamed then started charging at Fluttershy, Fluttershy didn't have time to think she just turned around and bucked and she felt a contact, then nothing. When she regained herself, she was standing over Twilight, who was laying there half dead.

"FLUTTERSHY NO!" Came a southern voice, then a rope wrapped around the alicorn and pulled her to the ground. Fluttershy saw Rarity and Pinkie run over to Twilights side. Applejack just stepped on Fluttershy's head holding her down. The world was slow and hazy as if it was a dream. Fluttershy saw Rarity run off back towards the house Fluttershy guessed then Pinkie ran to Fluttershy and yelled something at her. Fluttershy couldn't understand her ears were ringing. She eventually faded out of consciousness, when she woke up she was staring at another doctor. She heard the emergency noises then she sat up and realized she was in another ambulance.

"No! I don't need to be saved! LET… ME… GO!" She screamed when she finished the buckles holding her in place broke and she was free. She got up and bucked one of the doctors trying to restrain her. She opened the doors and flew out and up into the night sky. _Was this your surprise Rarity?_ Fluttershy thought to herself.

**Chapter 2: Finale: Floor five: Lost and found**

Two weeks after Spike's funeral, Sugar Cube Corner

"I still can believe she's gone." Rainbow Dash said quietly

"None of us can sugar." Applejack replied

"If I ever get my hooves on that meanie evil pants, I don't know what I'll do." Pinkie said angrily.

"I just don't understand what made Fluttershy so… so un-Fluttershy." Rarity added

"We may never know, but if I catch that vermin I'll make her tell me!" Applejack was angry now too.

"Am I the only one who remembers her for who she was!" Rainbow burst out then continued "You all make threats and jokes of her now! But If I saw her I'd just hug her!" Rainbow looked down at the table "I miss her so much…" Rainbow began to cry.

Applejack was about to yell at Rainbow when Rarity stopped her "Dear your forgetting they've known each other since they were foals!" Rarity said sternly, Applejack closed her mouth.

Mister and Misses Cake walked up to the girls "I'm sorry to say but were closing, you have to leave now." They all nodded and got up Pinkie stayed sitting.

"See-ya tomorrow Pinkie." Applejack said as she left Pinkie just waved. When they got outside they didn't need words they just looked at each other and then started going home.

Rainbow Dash got home just after sunset the sun had been setting earlier than usual since Twilight's funeral, though no one blamed Celestia. When Rainbow got to her door there was an envelope in the crack. She picked it up and there was no name, address, or anything just a stamp of three butterflies. Rainbow opened the envelope inside was a note. It looked hastily drawn and had a few water stains. The note read…

"Greetings Rainbow Dash.

I want to see you again meet me by the town square at midnight. Please, It's important.

Sincerely

It didn't have a name, just the three butterflies again. "This couldn't be from who I think it is, can it?" Dash put the note down on the table and started walking towards the door, well I can't deny a friend even if it isn't her. With that Dash bolted out the door and began to fly towards the square, it wasn't even nine yet but she wanted to be there when this mystery person arrived. Rainbow sat on a bench and watched as shops closed and everyone left until she was alone. She looked at the moon it had to be midnight already. Rainbow got up and looked around. "Hello?" She yelled a cat cried but that was it. "Opal must be out again." She mumbled to herself she turned around and ran into something fuzzy "Hey watch were your going!" she exclaimed to the stranger. She got no reply, Rainbow looked at her eye level and didn't see a face so she bowed. "My deepest apologies Princess!" she was now embarrassed.

"Princess, now that's a title I could get used to." Rainbow looked up at the strangers face.

"FLUTTERSHY!" She yelled in joy! "It is you!" she hugged her now giant friend "I thought you had left forever!" Rainbow was now crying a bit.

Fluttershy smiled "At least you still like me Rainbow."

Rainbow stopped hugging her friend and looked at her new features. Fluttershy was easily three feet taller than Princess Celestia and her wings matched her body size. But her horn had grown to about the length of Rainbows wing. "Somepony's grown." Rainbow said in shock.

Fluttershy blushed "You like?" Rainbow nodded "You want this look?" Rainbow nodded again "Then come with me. It's so lonely out in that cold hard world. Since I can't go into any towns I need someone to help me." Rainbows smile immediately faded, Fluttershy noticed her sudden change in mood. "Oh ow, my back!" Fluttershy suddenly cried in pain "I've been sleeping on rough clouds or even on the ground lately." Rainbow's reaction suddenly changed due to her friend in pain.

"I- I guess you could stay at my place for awhile." Rainbow suddenly said.

Fluttershy's face lit up "Really Dashie, you would let me do that?" She squealed.

Suddenly there was a noise from Sugar Cube Corner; it sounded like a door slamming. "Let's go before Pinkie see's you!" Rainbow said already flying up." Fluttershy followed right behind her.

Rainbows Dash's cloud

Rainbow opened the door then took a deep breathe "That was to close" Fluttershy walked in with a bit of a strut.

"Wow Dash it's a lot nicer then I remember!" Fluttershy said loudly Rainbow walked beside her with a bit of a blush.

"Well I did straighten up a bit." She said trying to hide her blushing.

Fluttershy noticed the blushing "What's got you blushing?"

Rainbow looked around trying to find another cause. Until Fluttershy's tail hit her flank. "Well don't take this to offense but… you." Fluttershy looked up and smiled _REALLY! THIS CANT BE TRUE! _She yelled in her thoughts. Fluttershy's attention was dragged back by her friend talking. "It' just you've always been more than a friend." Fluttershy nodded

"I agree truth be told I've always had a bit of a crush on you too Dashie." Dash looked up and smiled.

"So that's why you came to me first?" She asked excited now Fluttershy nodded.

But then Fluttershy asked Rainbow in a serious voice this time. "So will you come with me now that you know my little secret?"

Rainbow all of the sudden looked intoxicated "Why don't you ask me in the morning?" Suddenly Fluttershy felt light-headed too and felt like she was drunk.

Morning

Fluttershy woke up in a rainbow fountain only her head wasn't in the fountain. "What happened last night?" Fluttershy looked around the room it was trashed some columns were broken and most of the windows were not a single piece of furniture was upright. She stood up then she threw up. "God, what did happen?" she clumsily went up the stairs and to Rainbow's room were the pegasus had slept for the night she was covered in rainbow too. Fluttershy fell on the bed and woke Rainbow. Rainbow smiled at Fluttershy then yawned. But Fluttershy had a question above all others. "Will you join me Dashie?"


	4. A new kind of friendship

**Chapter 3 Act 1: A new kind of friendship **

Dash got up from the bed and began to pace. "Well I-" Rainbow was stopped by a loud knock on her front door. "I better go get that!" she said and ran down before Fluttershy could answer.

Rainbow opened the door and was greeted by Pinkie who was sitting in her hot air balloon "DASH!" she yelled "HOW COULD YOU!" Rainbow backed away from the door. "BRING THAT MURDEROUS MEANINE OUT HERE RIGHT NOW!" Rainbow didn't say anything she just slammed her door and ran back upstairs.

"Something wrong Dash?" Fluttershy asked innocently

"Pinkies outside she saw us last night!" Dash said while pacing around the room.

Fluttershy grew angry "Come on Dash don't let that pink fur ball intimidate you!" Dash looked at her rainbow covered friend "Go out there and force her to keep her mouth shut!"

Dash nodded and walked out of the room. Fluttershy followed her shortly after. Fluttershy eventually got close enough to the door to hear the two argue.

"PINKIE" Yelled Dash "Keep your mouth shut or I'll use your tail to keep it shut!"

For a moment there was no noise then Pinkie started to cry "How could you side with her Dash. You're the element of loyalty, yet look you siding with her just because. Why?" Pinkie continued to cry.

"Pinkie it's more than that, I'm not sure you can understand, but, you don't have to. Tomorrow we're gone." With that Dash closed the door on the crying earth pony. And Dash started to cry to but Fluttershy walked over to her.

"I'm glad you chose me Dashie." Rainbow smiled at Fluttershy and tried to hug her but Fluttershy stopped her hug with a kiss. And they both seemed to forget all of their troubles.

Half an hour later, back in Rainbow's room

"What should I pack Fluttershy?" Rainbow asked bringing out a suitcase

Fluttershy stared out the window "Well a dress and that should be good."

Rainbow looked around "All I have is the one from the Gala." She said sadly.

Fluttershy looked at her new apprentice "No matter, we'll be stopping by Rarity's before we go."

Rainbow looked confused "What for?"

Fluttershy smiled "My dress of course." She giggled and Rainbow joined in.

When they finished laughing Rainbow looked at Fluttershy's horn. "How do I get one of those?"

Fluttershy frowned a bit "You'll see in due time, for now lets go surprise Rarity." Fluttershy didn't wait for a response she was already out the door and at the top of her stairs, Rainbow quickly followed.

They reached the front door and still heard sobbing "Maybe we shouldn't go outside yet." Dash said scared a bit.

Fluttershy smiled. "If you want to be as good as me you have to do stuff you're not going to want to do." With that Fluttershy threw the door open.

"YOU!" Screamed Pinkie the second the door was open "YOU'RE THE REASON SHES DEAD!" Pinkie was trying to reach Fluttershy from the balloons basket.

"So you've seen my handy work? Well I knew I was famous around here but to be noticed for my work is an honor." Fluttershy said sarcastically, but Pinkie just kept reaching for Fluttershy with pure anger all over her face. "Pinkie would you be a kind fan and move that piece of junk before something happens you'll regret." Pinkie stopped reaching for Fluttershy and sat there.

"Like what?" She said in a pouting voice

"Oh I don't know, maybe something to do with that little green thing you call a pet, or maybe it could deal with the Cakes but like I said I don't know." Fluttershy smiled at Pinkies reaction.

"You… You wouldn't, would you?" she asked tears welling in her eyes again. Fluttershy didn't say anything she just stared at Pinkie. Eventually Pinkie nodded and moved the balloon enough for them to pass. Fluttershy's smile grew and Dash started smiling too. Fluttershy waved her head forward and took off. Dash followed suit only to be grabbed by Pinkie at the last second. "Please!" she yelled.

"Wait up a second Fluttershy" Dash yelled "Pinkie I don't want to hurt you!" Dash said softly but quietly Pinkie didn't let up.

"Come on Dash I want to get there before she opens!" Fluttershy yelled

"Pinkie!" Dash yelled; then flew up lifting her out of the basket. "This is your last chance!" Dash continued. Pinkie shook her head "1…" Dash began to count. "2…" She lifted her free back leg "3!" she kicked Pinkie off her and she missed the basket and plummeted into a small pond on the ground under Dash's house. At first Dash wanted to go see if she was okay but then she just flew off. Smiling from the rush of being so horribly mean.

Five minutes later at Rarity's boutique

Rarity sighed as she put Fluttershy's dress away "It would've made a lovely surprise." She walked upstairs and began to work on a new dress. When the bell on the door rang. "I'll be with you in just a moment!" she yelled downstairs.

"You sure you can't spare a moment for a friend Rarity?" shouted Rainbow.

"I told you I'd be down in a moment!" Rarity said on the last few stairs. Rainbow blushed.

"So do you have a moment?" Asked Fluttershy from behind Rarity

"WHAT!" She screamed then ran toward the front door but, she was blocked by Rainbow.

"Rarity I came here to ask if you could give me my dress and make Rainbow a new one? Oh, and have you seen a black cat." Rarity pointed to the corner of the room and Fluttershy ran over to Midnight.

"What is she doing here?" Rarity whispered to Rainbow

Rainbow just smiled "Don't worry we'll be gone before anyone else comes in." Rarity worried a bit more then turned around.

"Fluttershy." Rarity began "I'll make your dresses, just please don't hurt me!" Fluttershy walked over to Rarity.

"I'm hurt you would say such a thing Rarity!" Fluttershy picked up some scissors with her horn and walked towards Rarity "It's very un-lady like!" Fluttershy thrust the scissors less then an inch from Rarity's eye. She just stood there stricken in fear. Fluttershy dropped the scissors "Now I trust you won't tell anyone?" Rarity nodded and Fluttershy smiled Rainbow joined in the fun with an even bigger smile.

"Good we'll be here tomorrow after closing." Rainbow said still smiling. Fluttershy nodded to Midnight and he jumped on her back and trotted out with Rainbow on her heels.

Rarity stood there in awe for about a minute when she ran upstairs and stared on the new dresses.

"I think you're ready!" Fluttershy said gleefully "Though let's do this in private… say my place?"

"Now?" Rainbow asked

"Yep, now!" Fluttershy finished and Rainbow just started stamping her hooves in joy.

"Then what are we waiting for?" Rainbow said as she flew up

"You!" Fluttershy said as she flew past Rainbow

About 5 minutes later Fluttershy's cottage

The yard was desolate and barren all the animals had left even Angel. Fluttershy's windows were boarded up and the door had a chain holding it to the wall. "Home sweet home…" Fluttershy said as she entered. It looked even creepier as they went inside the house was dark and covered in plastic and it smelled like a bunch of different chemicals. But neither of them noticed, they were to happy with each other to care.

"So…" Rainbow began "How do we go about doing this?"

Fluttershy frowned "This may hurt and don't expect it to happen over one night." Then she nodded and Midnight leapt down off Fluttershy's back and walked over to Rainbow and started licking his paw.

Rainbow looked at the cat then back at Fluttershy "You're joking right?" Fluttershy just stood there staring at Rainbow "Why he couldn't hurt a fl-"she was cut off by a pain in her foot "OW! The little bastard cut me!"

Fluttershy smiled "Now this may get a bit scary but just think of me and I'll help you." She said as Rainbow fell to the floor. Rainbow was trying to stay awake but couldn't keep her eyes open. She closed them then she felt Fluttershy lie down next to her and start singing a soft song as Dash fell asleep.

Fluttershy smiled then got back up. "This may get messy… I better get some rags!" She happily walked into her kitchen still humming the lullaby.

**Chapter 3 Act 2: Over the Rainbow**

Dash woke up to the sound of flapping wings. When she opened her eyes she was flying. "DASH WHICH WAY!" yelled a familiar voice from behind her. It was one of the Wonder Bolts "WHICH WAY!" he yelled again Dash looked in front of her and there was two cloud formations one with a puffy, white, soft look, and then another dark, thick, rain cloud.

"THE RAINCLOUD!" She yelled looking back only to see he was gone. She looked forward again and ran into a tree, but not just any tree it was Twilight's tree.

On the door read a sign saying open, Dash looked at the sign funny "Open?" she said aloud confused. She got up and walked inside and called for someone, no one answered. But she knew somepony was in there with her because of a soft crying. Rainbow walked upstairs and saw Applejack sitting at Twilights desk. Rainbow walked over to her and saw a picture over Applejack's shoulder. The picture frame had two pictures inside it; on the top was a picture of the six playing happily together and the bottom was of Applejacks sister, brother, and grandmother all making a silly face for the camera. On the side of the picture was a burn mark.

Suddenly Applejack's head shot up and she got up and walked downstairs not noticing Rainbow as she followed Applejack down stairs. When she hit the bottom step she was inside the royal palace's treasury. Gold and other precious items were sacked as high as she could see. She walked back from the vault and went up the stairs looking behind her hoping to see Applejack again.

Only his time Dash wasn't in the library. She was in Sugar Cube Corner where Mister and Misses Cake were sitting at a table wearing all black. Rainbow went up the stairs behind the Cake's. This time the scene didn't change, she was still in Sugar Cube Corner she had just walked up the stairs and was now staring a Pinky's door. Dash opened it and saw the room empty except for a few boxes and a hole in the wall. Rainbow backed up and tripped down the stairs but before she hit the bottom of the stairs she was flying again.

"WHICH WAY!" Yelled another voice Rainbow looked behind her and saw Midnight. Rainbow screamed and closed her eyes. About five minutes later she opened them again and she was in Canterlot's Town Square staring a the royal guard. They were at the ready, about to attack. Rainbow backed up and the guard followed her. Suddenly one leaped forward towards Rainbow and she closed her eyes. When nothing hit she opened them to see them all dead or dying. She looked towards the fountain in the very center it ran red with blood , then she saw Midnight drinking from the fountain's edge. "Very impressive!" he started "Fluttershy was right about you, you will make a good care-taker!" Rainbow didn't say anything. "You know this will become common so you shouldn't fight it." Rainbow just kept staring at Midnight "Not very talkative are you? Oh well" he said with a sigh then he started coughing. Rainbow heard the sound of cracking bones, or was it wood? It didn't matter because she was too busy with the massive cat creature that was now standing in front of her. It walked closer to Rainbow she wanted to scream but she couldn't open her mouth. Finally the creature reached her. "WHAT? YOU WON'T EVEN SCREAM FOR ME!" He roared and its roar shook the Earth she stood on. "Fine!" it said. The creature stared getting closer to her face. When its' slimy face was touching her's it lunged at her and started seeping into Rainbow's eyes, it felt like fire. Now, she started screaming; in pain, then she was choking, as the cat creature started entering through her mouth.

She laid down accepting defeat and in about a minute the creature had finally stopped whatever it was doing to her. The she let out another scream of pain, this time waking up. Her head felt like it was just hit by an anvil and wings felt as if they had been put on the rack. She felt a soothing touch on her back though all the pain. She heard Fluttershy singing and felt her hugging Dash. Fluttershy was sing her famous lullaby to Rainbow during the worst pain Rainbow had ever experienced.

"Hush now quiet now, it's time to lay your sleepy head…" Rainbow could never hear the end she had already fallen asleep again even though she was in so much pain.

"Thank you Flut-ter…" she drifted back into sleep and Fluttershy just smiled.

**Chapter 3 act 3: Appointments**

"Well that was interesting last night!" Rainbow Dash woke up to a voice echoing through the empty house. Dash looked around and realized she was in a bed. _Fluttershy must have moved me here last night!_ Rainbow thought to herself. She got up and looked out the window it was almost noon by the look of the sun. Suddenly a loud meow came from behind Rainbow and she turned around.

"Was that you talking!" she said in a scared voice, Midnight licked his paw then opened his mouth.

"Of course it was me Dashie!" Fluttershy cheerfully said as she entered the room. Rainbow jumped again seeing her friend covered in blood again. Fluttershy looked at her oddly "You don't remember?"

"R-remember what?" Dash replied, Fluttershy didn't say anything she just picked up a mirror and showed Rainbow. "Is that a- and are those my!" Fluttershy nodded Then Rainbow let out a squeal of joy! "FLUTTERSHY, THANK YOU SO MUCH!" Dash ran over to her and gave her a hug not caring about the blood on Fluttershy.

"Just to tell you Dashie…" Rainbow looked at her friend "… It's your blood." Dash sat there for a second and it all came back to her.

Dash had woken up around sunset yesterday in pain it was like she was hit by Celestia's horn while she was doing a Sonic Rainboom. It had been like no other pain, not only physically but it was like she was also living every bad experience from the time she fell and broke her wing as a filly to when one of her best friends died when she was a mare. Suddenly Rainbow thought of Twilight and how she died and she realized she didn't care as long as it wasn't her or Fluttershy she didn't care. Dash looked up at her friend who understood how she felt. "I think you should know why you feel this way…"

Three hours later Rarity's boutique

"One last stitch annnnd: DONE!" Rarity announced to Sweetie Belle "That's how you make a dress Sweetie Belle! Sweetie Belle?" Rarity turned behind her and saw Sweetie had fallen asleep on some fabric Rarity smiled then walked over and nudged her. "Come on wake up dearie, your friends will be here any second to get you for Applebloom's slumber party." Sweetie belle woke up smiling from the kindness in Rarity's voice.

"But Rarity, it's here tonight." Rarity shot her head up

"NO, no, no I'm to busy! Go stay with Scootaloo!" Rarity demanded

"But her parents are out of town!" Sweetie Belle protested

"Then go stay with Applebloom!" Rarity said now calming down

"But the reason she's over here is because Applejack said she had some company over tonight and she needed some…" Sweetiebelle tried to sound out the word "sun-tiu-al time alone."

Rarity frowned "Sensual and tell her no guys friends tonight!" Rarity was now speaking fast again. Then there was a knock on the door.

"I'll get it!" Sweetie said already running down the stairs. Rarity chased after her. Rarity was just about to turn the corner when she heard a grim voice.

"Is she ready?" it said

"Well for what?" Sweetie asked

"THE CUTIE MARK CURSADERS SLEEPOVER!" they all yelled happily Rarity turned the corner to stop them from coming in but she was too late they were already trying to hogtie Opal.

"Girls?" Rarity said "Girls?" she said louder "GIRLS!" she finally yelled they all stopped dead in their tracks. "Please I am busy tonight go stay with Applejack and her colt friend."

Applebloom spoke up "We can't Rarity, My sister locked the door behind me." That meant there was only one other place to go, Pinkie's house and she hadn't been herself she always seemed angry or sad. Just nothing a child should see.

"Well I..." Rarity started "I guess you can" She said reluctantly they let out a cheer of joy "Just do as I say this one time! Please it's very important!" They all nodded in agreement with Rarity then they chased Opal again. "At least they'll be safe." Rarity whispered

**Chapter 3 act 4: Chicago's History**

Disclaimer: This act can get a little dirty if you do not care for such things please skip it. Sorry for the inconvenience

Rainbow Dash sat on the bed in awe "A- are you sure that's how it'll be Fluttershy?" She nodded solemnly "Well at least it's with you!" Dash said cheerfully and forcing a smile. Fluttershy returned the smile then gave Dash a kiss on her cheek.

"Our dresses should be ready by now." Fluttershy said not breaking her eye contact with Rainbow. Dash just blushed then got up and almost fell over still not used to how her body had changed.

"Alright then Fluttershy, lets pay a visit to Rarity!" They both walked down the stairs and past the kitchen Rainbow walked in there. "Actually Fluttershy, why don't you go ahead? I'll make a thank you gift for Rarity."

"Da-" Fluttershy was cut off by one of Rainbows kisses. Fluttershy forgot what she was saying or even doing she just closed her eyes and paid attention to her friend. After what seemed to them like an eternity Rainbow finally broke the kiss. Fluttershy backed up a bit and stood there with her eyes still closed.

"Please…" Rainbow said her overwhelmed friend. She didn't say anything she just nodded and walked lazily out her door. Rainbow turned around and ran to underneath her sink and picked up a long bottle. "It's that rainy day!" she said happily.

Meanwhile at the boutique

"Now girls please listen I've got Fluttershy and Rainbow Da-" Rarity was cut off by Scootaloo jumping around yelling in joy. "SCOOTALOO SIT!" Rarity yelled in very stern and harsh voice. She immedialty stopped and sat behind Sweetiebelle. She looked at the other fillies then continued "Dash and they're not feeling well, not WELL at all, so I'm going to give them there dresses and your all going to stay in my room and play hide and seek and when I get up there I'll find you all." The three looked excited then confused.

"If they're not feeling well, why are we playing hide and seek?" Sweetiebelle asked

"Yea!" Scootaloo added

"We should make them some soup!" Applebloom said randomly

"YEA SOUP, MAKING CUTIE MARKS!" The other two yelled.

Rarity took it all in for a second then yelled "NO THEY'RE VERY SICK! AND I DON'T WANT-" Rarity suddenly stopped in midsentence since they were all bowing. "I'm glad you see it my way!" Rarity finished in a huff, after a minute no one said anything "Well what are you still doing bowing?" Sweetie pointed behind Rarity. Rarity swallowed hard then turned around and was greeted by a long pink mane in her face. She suddenly backed up pushing the fillies back with her.

"Who's very sick Rarity?" Fluttershy said slyly but smiling all the while "Oh it doesn't matter. It seems you have the Crusaders tonight." Rarity didn't say anything she just started pushing the terrified fillies upstairs. Fluttershy just kept smiling as she did, once Scootaloo had finally moved and gone upstairs Rarity walked to Fluttershy and jumped up putting her two front legs on Fluttershy's chest.

"You can scare me, but don't you ever scare them again!" Rarity sounded furious but kept her voice down. Fluttershy just chuckled a bit the walked backwards making Rarity lose her balance and fall on her face. That's when Fluttershy lost it and broke out laughing. Rarity got up, her nose was bleeding. "Yes, ha, ha very funny, now can you just get you dresses and leave." Now she sounded annoyed Fluttershy stopped laughing and nodded. Rarity walked over to a chest and picked it up using magic. "that'll be two hundred forty bits." Rarity said

"Oh sure, Rarity!" Fluttershy turned around and then moved the chest with her magic then bucked Rarity in the chest. Rarity flew backwards and hit the wall. "Keep the change." Fluttershy said as she walked out. She got outside and bucked the door closed. When she did the handle broke. She smiled at her handiwork and at Rainbow finally arriving with a bottle in her mouth. "What are you going to do with that Dash?" Fluttershy asked confused.

Rainbow put the bottle down and kissed Fluttershy again "Wait and see dear, wait and see." Rainbow pulled out a book one that Fluttershy recognized then she smiled. Rainbow focused on the book then the bottle. Suddenly the rag that had been stuffed in the opening lit ablaze. Rainbow picked it up and threw it at the boutique. The wall caught fire and the fire quickly spread. In a mere matter of minutes the whole house was ablaze and the fire was spreading to the trees and such. Rainbow turned around then heard screaming she turned back towards the blaze and saw Scootaloo with her head out the window. She was screaming for Rainbow and behind her Rainbow barely saw Applebloom she was screaming too, but not like Scootaloo. She was screaming because her mane was on fire. Fluttershy just stood there in awe of what her apprentice had done; after all it was only day one.

Rainbow suddenly collapsed to the ground crying. Fluttershy knew what was happening she walked over to Dash and pulled her face up so they could meet eyes. Then Fluttershy picked her up with magic and kissed her. This time Dash was caught off guard and melted, after five minutes Fluttershy broke the kiss and stared back at the fire Scootaloo was gone and so was the top floor. Rainbow started flying on her own "Fluttershy?" she turned her attention back to her friend "Can we spend one more night in my room?" Rainbow said blushing Fluttershy nodded then kissed her on the cheek. Rainbow let out a sigh and flew lazily back home, not noticing the wild fire she had started.

The Next Day about two in the morning

Rainbow laid next to Fluttershy covered in Rainbows again this time she knew what happened. Dash let out a sigh of relief "You know something Fluttershy?" Fluttershy woke up a bit "A mare could really get used to this!" Fluttershy clung a cloud pillow on top of Dash while making and angry grunting noise. "Sorry hun" Dash laid there and slowly drifted back off into sleep. Dreaming of the best sleepover she ever had that night.

Next Fluttershy woke up about an hour later finding she was covered in rainbows again. "Dam that girl loves those fountains!" Fluttershy whispered. She got up and walked around the dark house, leaving a glowing trail of rainbows. She went into the kitchen and noticed the cupboards open, inside was a bunch of different liquors. Rainbow had flown across the world before so Fluttershy guessed it made sense for Rainbow to have all this. Fluttershy smiled and grabbed a small bottle and tasted it immediately spitting it back out. "CELESTIA, THAT'S STRONG!" she yelled. She put the cap back on and grabbed a bottle of wine and walked back upstairs. She walked into the room quietly so as not to wake the lusty pegasus, she put the bottle on the night stand and fell back asleep. The best she could anyway since Dash was moaning and kicking.

End of chapter 3

(Writers note)

I promise it wont get like that again I don't like writing that stuff I but I needed too. Well maybe a kiss here and there. Also I know the ending isn't my best but I promise I'll make chapter four better. Until next time!


	5. History in the making Part 1

_Chapter 4 act 1: History in the making_

**Just to tell you all from this point on I will be using a different program so it may look different. Thanks for everything guys, and sorry for taking so long school and writers block got in the way. (Unedited will be edited during full release)**

Rainbow woke up and rubbed her eyes as the sun came in through the window. She groaned as she got up "What a night!" She said to herself Rainbow expected to be shushed by Fluttershy but she wasn't in the bed with her. Rainbow looked over where she should be the slept she slept in still had some rainbow. Rainbow rolled over on that side of the bed then stretched out. Then she noticed something she could barely see the tip of her horn. She stretched out her wings and bumped a bottle on the nightstand. "I guess its true when they say ponies grow in there sleep." She suddenly remembered she had knocked over the bottle and she faced it on the table was a half empty bottle of wine with a wine glass about a quarter full. She picked up the glass and drank a bit then noticed there was a note stuck to the bottom. She picked it off then put the glass back down. She just kept think how weird this day had been so far as she opened the note. On the top it had a little heart then read.

"_Rainbow I'm going to Cloudsdale today, don't worry about me I'll be fine I just thought I should take care of a few loose ends, and I promise its not anything like last night I just wanted to show my parents who I've become. Sincerely: Fluttershy_

_P.S. Go see Zecora I think somethings wrong with you since you didn't feel any pain with your last growth. She wont tell anyone about your visit I promise." _

On the end of the note was another little heart, Rainbow smiled then got up "Well this is going to be different!" she said happily as she walk towards her bedroom door, she stopped and looked at herself she had some blood on her from her growth. "Though maybe I should take a shower first." she giggled.

Meanwhile at Cloudsdale

Fluttershy put her hoof down ever so softly in front of her parents home. When she had fallen off the cloud that one day she hadn't been back here. It was in pristine condition when she fell now it was a little more than a run down shack. Most of the windows were sealed up and the front had a lot of unmarked bottles on it. Fluttershy took a deep breathe then walked up to the door when she was there she smiled then knocked. At first there was no reply so she knocked again this time the door flew open and a red pegasus opened the door. "Mom?" Fluttershy asked uncertainly. The red pegasus frowned.

"Herald its for you!" she yelled inside the house ahw looked back towards Fluttershy "So... he did get with the Princess then huh?" she asked rudely.

Fluttershy stood there and looked at her funny "Well actually-" she was cut off by another pegasus pushing the red one out of the way lazily.

"I promise I'll have the bits next week!" He fell to his knees bowing "I just thought it would work!" he slowly opened his eye.

"Dad?" Fluttershy asked sheepishly.

Suddenly the man jumped up "FLUTTERSHY!" he yelled "I thought I'd never see you again!" he took a step back and examined his daughter. "you've grown since the great cloud race!" Fluttershy smiled then frowned.

"Wheres mom?" her father looked towards his hooves.

"S- she passed almost a week ago." he said solemnly Fluttershy just stood there her expression not changing. "She said she was sorry for something." Fluttershy smiled then started walking away from the house and her crying father. "Fluttershy, wait!" her father cried from the door step. She stopped "Why aren't you shocked?" Fluttershy turned around

"A song from the midnight told me my most hated would die soon." Her father stared in awe and began to ask why "She taught me how to hate everything about myself... BUT NOW I'VE GOT MY NEW BODY AND SHE CANT HAVE IT!" Fluttershy suddenly yelled starting to cry. When she said that her father stopped crying and realized what happened he just bowed his head understanding.

"Honey I- I wish you told me... I- I'm sorry." he began to cry again Fluttershy just turned around and started walking away from the home _I guess I'm glad __it went that way_ she thought to herself.

Half and hour later Cloudsdale weather factories

Fluttershy wiped away the last of her tears and looked up. She had apparently walked to the rainbow factory and not even noticed. She walked up to the guard at the door. "Fluttershy?" A familiar voice said underneath the white helmet she looked over and frowned. "It's me Billy!" He lifted the helmet to revel his white mane and blue eyes. "Remember flight school?" Fluttershy nodded "What happened to you?" Fluttershy just ignored him and began to walk in. Billy stopped her with his wing like a royal guard. "Sorry Fluttercry no ones allowed in." just the mention of her old nickname infuriated her but she hid it.

"Why?" she asked in her normal tone.

"Both princess's are here today and the boss want this to go off without a hitch." he said lowering his wing knowing he won. Fluttershy nodded and walked away then turned the corner around the factory she looked for an opening and found one.

Billy was right they were in there and standing next to the fresh batch of rainbow. Fluttershy grinned at that and used her magic to loosen a bolt causing the pot of hot rainbow to spill onto the both of them. Luna ran the second it hit her but Celestia stood there and took the front of it. Once the last of the pot had emptied Fluttershy saw what she thought was impossible Celestia screamed though she couldn't hear what she was saying. All Fluttershy saw was the manager slowly crouch and try to pretend he wasn't there. Fluttershy burst out laughing and couldn't stop. Until she was confronted by Luna. "I thought I recognized your aura!" she said almost yelling Fluttershy saw the usually dark alicorn covered in rainbow and burst out laughing again. "Yes, yes very funny. GUARDS!" she suddenly yelled Fluttershy's eyes grew then she teleported away from the situation.

One of the guards arrived just as she teleported "Yes your majesty?"

"Put out and alert for another Alicorn I want her in the castle yesterday!" The guard bowed then flew off. "I wonder what happened to the poor girl?" Luna sighed to herself.

_Chapter 4 act 2: Zecora's prophecy _

Rainbow flew under the constantly raining cloud in her home and stood there happily. She had it imported from the tropics just for the warm water. Then she frowned a bit realizing she was leaving her home for the last time ever after this shower. She walked from under the cloud and shook herself dry. Then she left locking her door and then smiling "I've got a new life now!" with that she flew towards the Everfree Forest.

As she flew over she noticed a lot of it was burned or still burning. Her little show at the boutique apparently started a whole blaze. It hadn't gotten very far in before the pegasus ponies stopped it but I still had done a lot of damage. Then Rainbow saw a brown splotch moving through a clearing and Rainbow smiled "ZECRORA!" she yelled and the splotch stopped moving. Rainbow flew down next to her but she didn't turn around. "Fluttershy told me to come see you?" Zecora nodded and she started walking Rainbow followed.

"It's nice to see so many pegisi ponies coming to me I just wish their hearts were free." She said in her normal rhyming tone.

Rainbow tilted her head she assumed Zecora was talking about their little relationship. "I'm not here for dating advice I'm here because something might be wrong with me."

"I know big cyan one your little friend told me all, but I was not talking about your assumed love." She said walking a little faster now.

"Really? Then what do you mean?" Rainbow said even more confused now.

"I mean your mind young one, its all warped up in your own fantasies so you don't see what really happens!" Zecora was now at a full gallop and Rainbow had to fly to keep up.

Suddenly Zecora stopped and Rainbow flew ahead a bit. "My young confused one you are not enslaved you still have your mind able to be free but you choose not to, for fear your friend shall not stay by your side! Tell me what does your heart say?" Zecora was almost shouting at the end.

Rainbow stoped for a minute and thought "I-it says to see if Applejack and Pinkie are okay."

"But what does your mind say?" Zecora had calmed down now

"To stay with Fluttershy and that cat... By any means." Rainbow said now feeling a unbearable amount of pain in her wings, legs and, horn "IS THIS THE REMEDY!" She screamed in pain.

Zecora stood over Dash as she fell to the ground "Yes, but be warned in your future lies, love, pain, and deceit I see all lead to a bad end and all lead to your hearts content, but at the cost of other hearts and other lives." With that Zecora ran away, in truth they were nowhere near her home and Rainbow knew it.

Dash eventually slipped from concienus when she awoke she was just landing on a cloud not to far from Cloudsdale. _How did I get here? _She wondered just then a light meow came from Dashes flank she looked and saw Midnight licking his paw again. _I guess, I'm heading to Fluttershy?_ She thought as she flew up.

Chapter 4 act 3: Inglorious Revenge 

Fluttershy had stayed up all night waiting for Dash to arrive she had to teleport three times to evade capture and fight off a few guards who took her by surprise. "If that rainbow lovin fleabag dosent show up soon I'm gone." No sooner had she said that when Rainbow landed in the town square Fluttershy ran over and hugged her "I'm glad you made it!" Rainbow was about to speak when Midnight meowed and Fluttershy turned all attention away Rainbow. "OH MIDNIGHT! You came here too? Just for me! Oh I love you!" Fluttershy picked up the cat and nuzzled him.

"So I went and saw Zecora. Like you suggested." Fluttershy turned back to Rainbow. "She said some weird stuff but I think everything's alright I just feel the pain later..." Rainbow looked at her hooves and Fluttershy kissed her on the cheek.

"I knew you were alright!" Fluttershy said happily the frowned when a pony came up to them. It was Billy again this time he was crying.

He stopped infront of Rainbow who was only a few feet taller than him. "Stupid boss it wasn't my fault that Fluttercry knocked over the vat of rainbow! WAS IT?" He looked up at Rainbow with anger on his face, then it stopped and it was replaced with fear. "R-Rainbow Dash? F-F-Fluttershy? What are you doing here?"

Fluttershy smiled at him "I think the better question is what are you doing here aren't you supposed to be guarding that factory?"

He maned up and stared at her "Thanks to you they fired me!" Fluttershy let out a small laugh. "OH you think this is funny!" he continued "What am I going to do for my filly! Work around here is so hard to find and now that my boss wont even recommend me I'm going to have to move!" Fluttershy suddenly grew a smile.

"Wanna fight about?" She asked calmly

Fluttershy knew the answer and she took a fighting stance wings spread and horn down. "Come at me anytime!" The enraged stallion didnt think clearly so he took her up on the offer and charged he had no effect Fluttershy just swiped him from his side knocking him on the cloud. She took the stance again "Are you angry or are you just trying to dance?" He got back up fire behind his eyes this time he took to the skies flying up and coming straight back down. He hit her but just bounced off cracking his neck in the process. He let out a yalp in pain as he landed on his side again. "Fine I'll fight then!" Fluttershy said eagerly, she calmly walked over and placed her hoof on his leg and with a little pressure snapped it like a twig. He screamed out in pain, and a few lights around them turned on some ponies obviously being awoken by the blood curdling screams. Fluttershy smiled again and went to his wing again she placed her hoof down calmly then pushed popping the wing out of the socket. Billy let out another scream in pain now a few ponies had gathered around the fight most watching in horror a few looking for help.

Rainbow leaned over to Fluttershy "We should go were drawing a lot of attention."

Fluttershy didn't pay attention she just simply but both her hooves on his ribcage and slowly applied pressure, Rainbow flinched when she heard the snapping of bones and his screams, finally she stopped billy now lay there crying and coughing blood from time to time. Fluttershy looked at her handy work then kicked the cloud supporting him making it vanish and Billy fell. Satisfied with herself she flew up being aware of Midnight still on her back and she flew off leaving Dash in the middle of the crowd of now very angry pegasi.

Embarrassed and scared Rainbow flew up with her signature speed and flew away. She eventually found a cloud back by Ponyville far away from Fluttershy and Cloudsdale. Most of the night she thought about what Zecora said and how Fluttershy had just killed somepony without even feeling sorry for him. Eventually sleep got the better of her and she drifted off, and for once since this began she didn't dream.


End file.
